SEC Form 4 · accession 0000899243-18-030131

MITEL NETWORKS CORP · MITL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On November 30, 2018 (the "Closing Date"), MLN AcquisitionCo ULC (the "Purchaser") acquired all of the outstanding common shares of Mitel Networks Corporation (the "Issuer") under a plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), and Issuer became a wholly owned subsidiary of the Purchaser, an entity currently owned and controlled by funds affiliated with Searchlight Capital Partners, L.P., a private equity investment group.
• F10Represents 24,000 common shares underlying 24,000 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on March 1, 2019, March 1, 2020 and on March 1, 2021.
• F11Represents 31,174 common shares underlying 31,174 RSUs granted on February 28, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.
• F12Pursuant to the Plan of Arrangement, each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date.
• F2Pursuant to the Plan of Arrangement, each common share was transferred to the Purchaser in exchange for the right to receive US$11.15 in cash, without interest and less any applicable withholding taxes.
• F3Represents 41,900 options to purchase common shares (the "Options"), of which 36,662 were fully exercisable as of the Closing Date and the remaining 5,238 Options would have vested in equal installments every three months thereafter until March 5, 2019.
• F4Represents 68,250 Options, of which 40,406 were fully exercisable as of the Closing Date and the remaining 27,844 Options would have vested in equal installments every three months thereafter until March 4, 2020.
• F5Pursuant to the Plan of Arrangement, Options were cancelled in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes.
• F6Date exercisable for each performance share unit ("PSU") will vary for each vesting tranche based on achievement of share price performance milestones. The PSUs will expire three years from the date of grant.
• F7Pursuant to the Plan of Arrangement, each PSU was cancelled in consideration for the right to receive US$11.15 in cash per common share subject to such PSU, as calculated in accordance with the Plan of Arrangement, less any applicable withholding taxes.
• F8Represents 9,875 common shares underlying 9,875 restricted stock units (each an "RSU") granted on March 5, 2015. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and all of them would have vested on March 5, 2019.
• F9Represents 30,375 common shares underlying 30,375 RSUs granted on March 4, 2016. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in two equal installments on March 4, 2019 and on March 4, 2020.

Remarks

Chief Human Resources Officer